Disclaimer

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Disclaimer: The information provided herein is for informational purposes only and should not be construed as investment, legal, or financial advice. Blockchain and digital asset projects involve substantial risks. Prospective purchasers should conduct their own independent due diligence and consult their own legal, tax, and financial advisors before acquiring any digital asset.

TXUE, and any other utility tokens issued by Translucent Portals Inc., are intended to function as utility tokens and do not represent or convey any ownership interest in the enterprise or its underlying assets, including, without limitation, the database, the SHA-256 encryption algorithm, the consensus algorithm, or the proprietary technology constituting the computational work process. Accordingly, a purchaser of a digital utility token does not acquire an ownership interest in the enterprise or its profit-generating operations and, solely by purchasing such token, acquires no contractual right to participate in the profits, revenues, or assets of the enterprise.

Accordingly, it is the Company's position that the Howey analysis is not satisfied because purchasers do not acquire an ownership interest in the enterprise or a contractual right to share in its profits. Rather, distributed ledger technology ("DLT") and computational blockchain systems should be analyzed according to their actual technological and economic characteristics. The Company therefore believes that applying the Howey framework to computational work processes and utility-based blockchain networks, without regard to their underlying functionality and economic substance, is inappropriate.

A reasonable economic analysis of computational blockchain work mechanisms indicates that purchasers of utility tokens, such as TXUE, do not reasonably expect the distributed ledger network itself to generate profits on their behalf. Instead, purchasers who choose to trade digital utility tokens may anticipate that any appreciation in value would result from independent secondary market activity governed by supply and demand, rather than from any contractual entitlement to the enterprise's revenues, profits, or managerial efforts.

A utility token is a form of digital asset designed to provide access to products, services, software functionality, or other utilities offered within a particular blockchain network or protocol. It is not intended to represent equity ownership, dividend rights, or any other proprietary interest in the issuing enterprise.